Joint Business Entity Agreement

JOINT BUSINESS FORMATION AGREEMENT

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Developers"), Agent ("Agent") and Company Name ("Customer").

General Provisions

Business Purpose: Insert the General Summary of this Joint Business Venture. Business Scope: Insert the General Scope of Activities covered by the Joint Venture Agreement. Developers desire to enter into this Joint Venture Agreement with Customer pursuant to the terms and conditions set forth in Exhibit B attached hereto (the "Specifications"). "Joint Venturers" shall mean all parties ("the parties") listed above who are participating in the Joint Venture Agreement and their respective assignees and agents.

"Business Interest" shall mean the ownership in the business entity created to facilitate the ownership in the Joint Venture under this Agreement. "Sales Activity" shall mean all gross sales that occur because of, or arising out of Affiliates made on behalf of this Joint Venture Agreement. "Affiliate" shall mean any person or entity that conducts sales activity on behalf of one of the parties and is paid directly by one of the parties.

"Joint Profits" shall mean income derived out of this Joint Venture Agreement, pursuant to the terms of Exhibit A, that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in. "Joint Loss" shall mean any loss incurred by the Joint Business Venture, pursuant to the terms of Exhibit A, that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in. "Capital Contribution" shall mean a contribution by one or more of the parties in cash, property or any additional capital contribution made on behalf of this Joint Venture Agreement.

"Bad Faith" shall mean a malicious motive or an action taken on the part of one or more of the parties to this Agreement. "Final Net Profits" shall mean the remaining cash distribution owed to the parties subject to their respective distribution allotment.

In consideration of the mutual covenants set forth in this Agreement, Customer and Developers hereby agree as follows:

Purpose of Joint Venture Formation

The purpose of this Joint Business Formation Agreement is to form a business entity to acquire and hold the business interests of both parties in common and to provide the capital and finances required for its acquisition. Pursuant to the terms and conditions set forth in this Joint Business Formation Agreement, each party listed shall own a portion of the new business entity, as outlined in Sec.

Contributions

The Joint Venturers shall appoint an agent, who shall also be a party to this Agreement and will hold each portion of the business interest for the benefit of each of the Joint Venturers, of which the Agent is a part.

Contributions

The Agent certifies that it has received the following contributions from each of the Joint Venturers:

Acquisition of Business Interest. The Agent is authorized to form the following business entity, business entity name and type here - e.g. "S" Corporation, "C" Corporation, LLC, etc. and to hold in their name, but on behalf of the Joint Venturers, the business interest. Agent shall be authorized by the Joint Venturers to pay a sum of amount for the formation of the business entity.

Profits from Business Entity

The Agent shall hold and distribute any and all net profits, as defined in Sec. 5, from the Joint Venture for the term of this Agreement and as long as the Joint Venturers are the owners in common of the business interest, and for the benefit of the Joint Venturers as follows:

Net Profit Calculations and Determination

All net profit calculations and determination of disbursements shall be subject to the following:

Insert how profits shall be calculated and which expenses are legitimate in determining such. Agent shall pay net profits, unless specified otherwise, as cash distributions subject to the distribution percentage allocated in Sec.

Liability of Parties

Developer shall have no ability to specifically act for or to bind Customer individually to a legal obligation, debt or third-party agreement. Customer shall have no ability to specifically act for or to bind Developers individually to a legal obligation, debt or third-party agreement. Agent shall be liable for any and all actions taken by Agent that are considered to be taken in "bad faith" or through willful misfeasance.

No person, business or entity other than the Joint Venturers shall have rights whatsoever under this Joint Business Venture Agreement.

Agent Compensation

Unless otherwise agreed upon in writing, Agent shall receive no monetary compensation for any and all services rendered by the Agent under this Agreement.

Term of Agreement

The Term of the Agreement shall commence on the date of this Agreement and shall terminate upon the following events: (1) the distribution of any final net profits accrued under the business interest; or (2) a mutually agreed termination of this Agreement by all parties to this Agreement.

Confidentiality

All parties acknowledge and agree that any Specifications and all other documents and information related to the Joint Venture and business interest (the "Confidential Information") will constitute valuable trade secrets. All parties shall keep the Confidential Information in strict confidence and shall not, at any time during or after the term of this Agreement, without prior written consent of all parties, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

General Provisions

1 Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties relating to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of Joint Venturers and their respective successors and assigns. No party may assign any of their obligations under this Agreement without prior written consent by the Joint Venturers.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 No Right to Assign

Customer has no right to assign, sell, modify or otherwise alter the insert description of what is being developed, except upon the express written advance approval of Developers, whose consent can be withheld for any reason.

7 Indemnification

All parties agree to indemnify and hold harmless all parties to this Agreement from any and all claims for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the profits paid as set forth in Sec. No action, regardless of form, arising out of any claimed breach of this Agreement or transactions under this Agreement may be brought by either party more than one (1) year after the cause of action has occurred.

8 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

All parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below: